Common use of Operating Leases Clause in Contracts

Operating Leases. During the Negotiation Period, Purchaser and Sellers shall, using good faith and diligent efforts, mutually agree upon all of the terms and conditions of the Lease Agreement, Sublease Agreement and Sub-Sublease Agreement, as applicable, for each Site which shall be entered into at Closing between Purchaser, as “Landlord”, and the Tenant, as “Tenant”, the form of which shall, prior to the expiration of the Negotiation Period, be attached hereto as Exhibit B-1, Exhibit B-2 and Exhibit B-3, respectively. Sellers and Purchaser hereby agree that each of the Operating Leases shall include those material terms as expressly set forth herein relating to Leases or Tenants’ rights and obligations under the Leases, and to the extent not conflicting with any of such express Lease provisions set forth herein, as set forth in Schedule 4.7 hereto (collectively the “Material Lease Terms”), which Material Lease Terms may be amended as reasonably necessary and as reasonably approved by Sellers to address any material defects or discrepancies shown by additional information discovered in the course of Purchaser’s Inspections hereunder, and which shall include, without limitation the following: (i) subject to Sellers’ obligations pursuant to Section 3.5 hereof, an initial term of twenty (20) years, with options to extend the term for four (4) additional periods of five (5) years each, subject to all of the then applicable terms and conditions of such Operating Lease; provided, however, the term of any Operating Lease shall not exceed the remaining term (including any renewal term(s)) of any underlying material lease or permit pertaining to the applicable Site; (ii) upon Landlord or Tenant obtaining, in the Parties’ mutual reasonable discretion, any extension of, or option to extend, the term (including the primary term as well as any renewal or extended term) of the underlying material lease or permit pertaining to the applicable Site, upon the election of Tenant, and provided Tenant shall not be in default under the applicable Operating Lease, the term (i.e. the primary term or any renewal thereof, as applicable) of the Operating Lease shall be extended to correspond with such extension or, as applicable, the Tenant shall be provided with a correlative option to extend the term (i.e. the primary term or any renewal thereof, as applicable) of such Operating Lease for the same period of time as the option relating to the material lease or permit; (iii) upon Tenant’s election to extend the lease term under any of the Operating Leases, Tenant shall be obligated to elect to extend the term under all Operating Leases; provided, however, the term of any Operating Lease shall not exceed the remaining term (including any renewal term(s)) of any underlying lease or permit pertaining to the applicable Site; provided, further, however, in the event that any underlying lease or permit pertaining to any Site shall have conditions, restrictions or prohibitions whereby simultaneous extension of the term of the applicable Operating Lease shall not be possible, Purchaser, Tenant and Manager shall each cooperate with the other and exercise good faith efforts to eliminate such conditions or prohibitions (provided that, in the event that such conditions, restrictions or prohibitions with respect to such Operating Lease shall not be eliminated, despite Landlord’s and Tenant’s good faith efforts to do so, Tenant shall still have the right to exercise the option to extend under all of the other Operating Leases); and (iv) each Operating Lease shall be cross-defaulted with all other Operating Leases, such that a default under any one Operating Lease shall constitute a default under all Operating Leases. In the event that Purchaser and Sellers shall not have, prior to expiration of the Negotiation Period hereunder and after using good faith and diligent efforts at all times, agreed upon the terms and conditions of the Lease Agreements, Sublease Agreements and Sub-Sublease Agreements to be entered into at Closing, and attached the forms of the same as Exhibit B-1, Exhibit B-2 and Exhibit B-3, either Purchaser or Sellers may elect to terminate this Agreement within five (5) days of the expiration of the Negotiation Period, by written notice to the other, in which event the Deposit shall be returned to Purchaser, this Agreement shall be null and void and of no further force or effect, and the Parties shall have no further obligations to the other, except for those obligations or liabilities that expressly survive termination of this Agreement.

Operating Leases. During the Negotiation Period, Purchaser and Sellers shall, using good faith and diligent efforts, mutually agree upon all Neither Borrower nor any Subsidiary of the Borrower will enter into or permit to remain in effect any agreements to rent or lease (as lessee) any real or personal property (other than Capitalized Leases) for initial terms (including options to renew or extend any term, whether or not exercised) of more than one (1) year which in the aggregate (for the Borrower and conditions all Subsidiaries of the Lease Agreement, Sublease Agreement and SubBorrower) provide for payments in excess of $7,500,000.00 during any consecutive twelve-Sublease Agreement, as applicable, for each Site which shall be entered into at Closing between Purchaser, as “Landlord”, and the Tenant, as “Tenant”, the form of which shall, prior to the expiration month (12-month) period. 18. In consideration of the Negotiation Period, be attached hereto amendments and agreements of Agent and Lenders as Exhibit B-1, Exhibit B-2 and Exhibit B-3, respectively. Sellers and Purchaser hereby agree that each of the Operating Leases shall include those material terms as expressly set forth herein relating to Leases or Tenants’ rights and obligations under the Leases, and to the extent not conflicting with any of such express Lease provisions set forth herein, Borrower agrees to pay to Agent the fees set forth in that certain fee letter dated as of the date hereof. Agent shall pay each Bank from such amount received from Borrower the amendment fee agreed to between Agent and each such Lender as evidenced by letters from Agent to each such Lender, with Agent retaining the remaining portion of such amendment fee for its own account. 19. The agreements of Agent and the Lenders as set forth in Schedule 4.7 hereto herein are expressly conditioned upon the following: (collectively a) Execution by Borrower and Guarantors of this Agreement and each of the “Material Lease Terms”), which Material Lease Terms may be amended as reasonably necessary Amended and as reasonably approved Restated Revolving Credit Notes and Amended and Restated Reducing Revolver Notes; (b) Execution by Sellers to address any material defects or discrepancies shown by additional information discovered Guarantors of the Consent of Guarantors in the course form attached to this Agreement; (c) Delivery to Agent and Lenders of Purchaser’s Inspections hereunderan opinion of Borrower's counsel in form and substance satisfactory to Agent and Lenders relating to the due execution, delivery and which shall include, without limitation enforceability of this Agreement and the following: other Transaction Documents and such other matters as Agent and Lenders may reasonably require; and (id) subject Payment by Borrower to Sellers’ obligations pursuant to Section 3.5 hereof, an initial term of twenty (20) years, with options to extend the term for four (4) additional periods of five (5) years each, subject to all Agent of the then applicable terms amendment fee required under Paragraph 18 above. 20. Borrower hereby represents and conditions warrants to Agent and to Lenders that: a. The execution, delivery and performance by Borrower of such Operating Lease; providedthis Second Amendment and the amended and restated Reducing Revolver Notes are within the corporate powers of Borrower, however, the term of any Operating Lease shall not exceed the remaining term (including any renewal term(s)) of any underlying material lease have been duly authorized by all necessary corporate action and require no action by or permit pertaining to the applicable Site; (ii) upon Landlord or Tenant obtaining, in the Parties’ mutual reasonable discretion, any extension respect of, or option to extendfiling with, any governmental or regulatory body, agency or official. The execution, delivery and performance by Borrower of this Second Amendment and the term (including the primary term as well as any renewal amended and restated Reducing Revolver Notes do not conflict with, or extended term) result in a breach of the underlying material lease or permit pertaining to the applicable Siteterms, upon the election of Tenant, and provided Tenant shall not be in default under the applicable Operating Lease, the term (i.e. the primary term or any renewal thereof, as applicable) of the Operating Lease shall be extended to correspond with such extension or, as applicable, the Tenant shall be provided with a correlative option to extend the term (i.e. the primary term or any renewal thereof, as applicable) of such Operating Lease for the same period of time as the option relating to the material lease or permit; (iii) upon Tenant’s election to extend the lease term under any of the Operating Leases, Tenant shall be obligated to elect to extend the term under all Operating Leases; provided, however, the term of any Operating Lease shall not exceed the remaining term (including any renewal term(s)) of any underlying lease or permit pertaining to the applicable Site; provided, further, however, in the event that any underlying lease or permit pertaining to any Site shall have conditions, restrictions or prohibitions whereby simultaneous extension of the term of the applicable Operating Lease shall not be possible, Purchaser, Tenant and Manager shall each cooperate with the other and exercise good faith efforts to eliminate such conditions or prohibitions (provided thatprovisions of, in the event that such conditions, restrictions or prohibitions with respect to such Operating Lease shall not be eliminated, despite Landlord’s and Tenant’s good faith efforts to do so, Tenant shall still have the right to exercise the option to extend under all of the other Operating Leases); and (iv) each Operating Lease shall be cross-defaulted with all other Operating Leases, such that a default under any one Operating Lease shall constitute a default under or result in any violation of, and Borrower is not now in default under or in violation of, the terms of the Certificate of Incorporation or Bylaws of Borrower, any applicable law, any rule, regulation, order, writ, judgment or decree of any court or governmental or regulatory agency or instrumentality, or any agreement or instrument to which Borrower is a party or by which it is bound or to which it is subject; b. This Second Amendment and the amended and restated Reducing Revolver Notes have been duly executed and delivered and constitute the legal, valid and binding obligations of Borrower enforceable in accordance with their respective terms; and c. As of the date hereof, all Operating Leasesof the covenants, representations and warranties of Borrower set forth in the Credit Agreement are true and correct and no "Event of Default" (as defined therein) under or within the meaning of the Credit Agreement, as hereby amended, has occurred and is continuing. 21. The Credit Agreement, as hereby amended, the Reducing Revolver Notes, as hereby amended and restated, and the other Transaction Documents are and shall remain the binding obligations of Borrower, and except to the extent amended by this Second Amendment, all of the terms, provisions, conditions, agreements, covenants, representations, warranties and powers contained in the Credit Agreement, the Reducing Revolver Notes and the other Transaction Documents shall be and remain in full force and effect and the same are hereby ratified and confirmed. This Second Amendment amends the Credit Agreement and is not a novation thereof. 22. All references in the Credit Agreement or the other Transaction Documents to "this Agreement" and any other references of similar import shall henceforth mean the Credit Agreement as amended by this Second Amendment. 23. This Second Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that Borrower may not assign, transfer or delegate any of its rights or obligations hereunder. 24. This Second Amendment is made solely for the benefit of Borrower, Agent and Lenders as set forth herein, and is not intended to be relied upon or enforced by any other person or entity. 25. ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FOREBEAR FROM ENFORCING REPAYMENT OF A DEBT, INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT, ARE NOT ENFORCEABLE. TO PROTECT BORROWER, AGENT AND LENDERS FROM ANY MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS REACHED BY BORROWER, AGENT AND LENDERS COVERING SUCH MATTERS ARE CONTAINED IN THIS SECOND AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS, WHICH CONSTITUTE A COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENTS BETWEEN BORROWER, AGENT AND LENDERS EXCEPT AS BORROWER, AGENT AND LENDERS MAY LATER AGREE IN WRITING TO MODIFY. THIS SECOND AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS EMBODY THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES HERETO AND SUPERSEDE ALL PRIOR AGREEMENTS AND UNDERSTANDINGS (ORAL OR WRITTEN) RELATING TO THE SUBJECT MATTER HEREOF. 26. This Second Amendment shall be governed by and construed in accordance with the internal laws of the State of Missouri. 27. In the event that Purchaser of any inconsistency or conflict between this Second Amendment and Sellers shall not havethe Credit Agreement or the other Transaction Documents, prior to expiration of the Negotiation Period hereunder and after using good faith and diligent efforts at all timesterms, agreed upon the terms provisions and conditions of the Lease Agreements, Sublease Agreements this Second Amendment shall govern and Sub-Sublease Agreements to be entered into at Closing, and attached the forms of the same as Exhibit B-1, Exhibit B-2 and Exhibit B-3, either Purchaser or Sellers may elect to terminate this Agreement within five (5) days of the expiration of the Negotiation Period, by written notice to the other, in which event the Deposit shall be returned to Purchaser, this Agreement shall be null and void and of no further force or effect, and the Parties shall have no further obligations to the other, except for those obligations or liabilities that expressly survive termination of this Agreementcontrol.

Operating Leases. During the Negotiation Period, Purchaser and Sellers shall, using good faith and diligent efforts, mutually agree upon all of the terms and conditions of the Lease Agreement, Sublease Agreement and Sub-Sublease Agreement, as applicable, for each Site which shall be entered into at Closing between Purchaser, as “Landlord”, and the Tenant, as “Tenant”, the form of which shall, prior (a) Subject to the expiration provisions of the Negotiation PeriodSection 7.6 hereof, be attached hereto as Exhibit B-1, Exhibit B-2 Borrower shall cause Mortgage Loan Borrower and Exhibit B-3, respectively. Sellers and Purchaser hereby agree that each of the Operating Leases shall include those material terms as expressly set forth herein relating Maryland Owner to Leases or Tenants’ rights and obligations under the Leases, and to the extent not conflicting with any of such express Lease provisions set forth herein, as set forth in Schedule 4.7 hereto (collectively the “Material Lease Terms”), which Material Lease Terms may be amended as reasonably necessary and as reasonably approved by Sellers to address any material defects or discrepancies shown by additional information discovered in the course of Purchaser’s Inspections hereunder, and which shall include, without limitation the following: (i) subject cause the hotel located on each Individual Property to Sellers’ obligations be operated pursuant to Section 3.5 hereof, an initial term of twenty (20) years, with options to extend the term for four (4) additional periods of five (5) years each, subject to all of the then applicable terms and conditions of such Operating Lease; provided, however, the term of any Operating Lease shall not exceed the remaining term (including any renewal term(s)) of any underlying material lease or permit pertaining to the applicable SiteOperating Lease; (ii) upon Landlord or Tenant obtaining, in the Parties’ mutual reasonable discretion, any extension of, or option to extend, the term (including the primary term as well as any renewal or extended term) promptly perform and/or observe all of the underlying material lease or permit pertaining covenants, agreements and obligations required to the applicable Site, upon the election of Tenant, be performed and provided Tenant shall not be in default observed by Individual Property Owner and/or Operating Lessee under the applicable Operating Lease, the term (i.e. the primary term or any renewal thereof, as applicable) of the Operating Lease shall be extended and do all things necessary to correspond with such extension or, as applicable, the Tenant shall be provided with a correlative option preserve and to extend the term (i.e. the primary term or any renewal thereof, as applicable) of such Operating Lease for the same period of time as the option relating to the keep unimpaired its material lease or permitrights thereunder; (iii) upon Tenant’s election promptly notify Lender of any default under the Operating Lease; (iv) promptly deliver to extend Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by Individual Property Owner and/or Operating Lessee under the lease term Operating Lease; (v) promptly enforce in a commercially reasonable manner the performance and observance of all of the covenants and agreements required to be performed and/or observed by Operating Lessee under the Operating Lease; (vi) deliver irrevocable written instructions to the Manager of each CIGNA Mortgage Loan Property, to cause all revenues after payment of CIGNA Mortgage Loan Debt Service, amounts reserved or paid under the applicable Management Agreement and amounts which are required to be reserved under the applicable CIGNA Mortgage Loan Documents, to be delivered directly by such Manager to the Mezzanine Cash Management Account, unless and until Manager or CIGNA Mortgage Loan Borrower receives written notice from CIGNA Mortgage Lender of the occurrence of a Mortgage Loan Default under the applicable CIGNA Mortgage Loan Documents; and (vii) cause Operating Lessee to conduct its business and operations in accordance with the terms of the Loan Documents and the applicable Mortgage Loan Documents and not allow or permit Operating Lessee to take any of the Operating Leasesactions that Borrower, Tenant shall be obligated Mezzanine 1 Borrower or any Mortgage Loan Borrower or Maryland Owner is prohibited from taking pursuant to elect to extend the term under all Operating Leases; provided, howeverterms of the Loan Documents, the term Mezzanine 1 Loan Documents or the Mortgage Loan Documents, as applicable. (b) Subject to the provisions of any Operating Lease Section 7.6, without Lender’s prior written consent, not to be unreasonably withheld, Borrower shall not exceed the remaining term permit any Mortgage Loan Borrower or Maryland Owner to (including any renewal term(s)a) of any underlying lease surrender, terminate or permit pertaining cancel an Operating Lease; (b) reduce or consent to the applicable Site; provided, further, however, in the event that any underlying lease or permit pertaining to any Site shall have conditions, restrictions or prohibitions whereby simultaneous extension reduction of the term of the applicable Operating Lease; (c) increase or consent to the increase of the amount of rent or any other charges under the Operating Lease; (d) modify, change, supplement, alter or amend the Operating Lease shall not be possibleor waive or release any of Borrower’s, PurchaserMezzanine 1 Borrower’s or any Mortgage Loan Borrower’s or Maryland Owner’s rights and remedies under the Operating Lease; or (e) waive, Tenant and Manager shall each cooperate with excuse, condone or in any way release or discharge any Operating Lessee of or from Operating Lessee’s material obligations, covenants and/or conditions under the other and exercise good faith efforts to eliminate such conditions or prohibitions (provided that, in the event that such conditions, restrictions or prohibitions with respect to such Operating Lease shall not be eliminated, despite Landlord’s and Tenant’s good faith efforts to do so, Tenant shall still have the right to exercise the option to extend under all of the other Operating Leases); and (iv) each Operating Lease shall be cross-defaulted with all other Operating Leases, such that a default under any one Operating Lease shall constitute a default under all Operating Leases. In the event that Purchaser and Sellers shall not have, prior to expiration of the Negotiation Period hereunder and after using good faith and diligent efforts at all times, agreed upon the terms and conditions of the Lease Agreements, Sublease Agreements and Sub-Sublease Agreements to be entered into at Closing, and attached the forms of the same as Exhibit B-1, Exhibit B-2 and Exhibit B-3, either Purchaser or Sellers may elect to terminate this Agreement within five (5) days of the expiration of the Negotiation Period, by written notice to the other, in which event the Deposit shall be returned to Purchaser, this Agreement shall be null and void and of no further force or effect, and the Parties shall have no further obligations to the other, except for those obligations or liabilities that expressly survive termination of this AgreementLease.

Operating Leases. During (a) Without the Negotiation Periodprior written consent of Agent, Purchaser and Sellers shall, using good faith and diligent efforts, mutually agree upon all of the terms and conditions of the Lease Agreement, Sublease Agreement and Sub-Sublease Agreement, as applicable, for each Site which Borrowers shall be entered into at Closing between Purchaser, as “Landlord”, and the Tenant, as “Tenant”, the form of which shall, prior to the expiration of the Negotiation Period, be attached hereto as Exhibit B-1, Exhibit B-2 and Exhibit B-3, respectively. Sellers and Purchaser hereby agree that each of the Operating Leases shall include those material terms as expressly set forth herein relating to Leases or Tenants’ rights and obligations under the Leases, and to the extent not conflicting with any of such express Lease provisions set forth herein, as set forth in Schedule 4.7 hereto (collectively the “Material Lease Terms”), which Material Lease Terms may be amended as reasonably necessary and as reasonably approved by Sellers to address any material defects or discrepancies shown by additional information discovered in the course of Purchaser’s Inspections hereunder, and which shall include, without limitation the followingnot: (i) subject to Sellers’ obligations pursuant to Section 3.5 hereof, an initial term of twenty (20) years, with options to extend enter into any Leases other than the term for four (4) additional periods of five (5) years each, subject to all of Operating Leases and the then applicable terms and conditions of such Operating Lease; provided, however, the term of any Operating Lease shall not exceed the remaining term (including any renewal term(s)) of any underlying material lease or permit pertaining to the applicable SiteResident Agreements; (ii) upon Landlord or Tenant obtainingmodify, in the Parties’ mutual reasonable discretionamend, any extension renew, surrender, terminate, consent to a sublease of, consent to a transfer of, ▇▇▇▇▇ rent or option to extendother payments due under or otherwise grant any financial or other concession under any Lease except for immaterial, the term (including the primary term as well as any renewal or extended term) of the underlying material lease or permit pertaining to the applicable Site, upon the election of Tenant, and provided Tenant shall not be in default under the applicable Operating Lease, the term (i.e. the primary term or any renewal thereof, as applicable) of the Operating Lease shall be extended to correspond with such extension or, as applicable, the Tenant shall be provided with a correlative option to extend the term (i.e. the primary term or any renewal thereof, as applicable) of such Operating Lease for the same period of time as the option relating to the material lease or permitnon-monetary modifications; (iii) upon Tenant’s election accept any rental payment under any Leases more than one month in advance of its due date; or (iv) enter into any ground lease of any Project. (b) Borrowers shall, and shall cause Operator to extend provide Agent with a copy of all Leases (excluding Resident Agreements) no less than ten (10) days prior to execution of such Leases and such Leases shall be on the form of lease term reasonably approved by Agent (which form shall include an automatic attornment provision whereby, in the event of a foreclosure, the tenant automatically shall recognize the successor owner as landlord and such tenant shall have no right to terminate its lease in the event of such foreclosure). (c) Any Operating Lease shall at all times be in form and substance reasonably satisfactory to Agent; provided that Lender acknowledge and agrees that the Operating Lease in effect as of the date hereof is approved by Agent. The Operating Lease shall at all times require the tenant thereunder to furnish to Borrowers such information as Borrowers shall require to fulfill their obligations to Agent under this Agreement. (d) Borrowers shall not suffer or knowingly permit any breach or default to occur in any of Borrowers’ obligations under any of the Operating Leases, Tenant shall be obligated Leases nor suffer or knowingly permit the same to elect to extend the term under all Operating Leases; provided, however, the term terminate by reason of any Operating Lease shall not exceed the remaining term (including failure of Borrowers to meet any renewal term(s)) requirement of any underlying lease or permit pertaining to the applicable Site; provided, further, however, Lease. Borrowers shall notify Agent promptly in writing in the event that any underlying lease or permit pertaining to any Site an Operator commits a default under an Operating Lease. CHICAGO/#2321168.11 Borrowers shall have conditions, restrictions or prohibitions whereby simultaneous extension of the term of the applicable Operating Lease shall not be possible, Purchaser, Tenant and Manager shall each cooperate with the other and exercise good faith efforts to eliminate such conditions or prohibitions (provided that, notify Agent promptly in writing in the event that such conditionsa tenant other than an Operator commits a material default under a Lease. (e) Borrowers shall not suffer or knowingly permit any breach or default by an Operator to occur in any of the Operator’s obligations under any Resident Agreement nor suffer or permit the same to terminate by reason of any failure of the Operator to meet any requirement of any Resident Agreement. (f) If the Operator for a Project is a Person separate and distinct from the Borrowers, restrictions or prohibitions with respect then the Operator’s occupancy of the Project shall at all times be pursuant to the Operating Leases approved by Agent. Each such Operating Lease shall not be eliminated, despite Landlord’s and Tenant’s good faith efforts to do so, Tenant shall still have provide Agent the right to exercise terminate the option to extend under all occupancy rights of the other Operating Leases); and Operator upon Agent (ivor its designee) each Operating Lease shall be cross-defaulted with all other Operating Leasesor any receiver taking possession of the applicable Project or acquisition of the applicable Project through foreclosure, such that a default under any one Operating Lease shall constitute a default under all Operating Leasesdeed in lieu of foreclosure, UCC sale or otherwise. In the event that Purchaser and Sellers a Operator loses its license to operate a Project, Borrowers shall not have, prior act in good faith to expiration promptly replace such Operator or assist such Operator to reinstate such license in accordance with the terms of the Negotiation Period hereunder and after using good faith and diligent efforts at all times, agreed upon the terms and conditions of the Lease Agreements, Sublease Agreements and Sub-Sublease Agreements to be entered into at Closing, and attached the forms of the same as Exhibit B-1, Exhibit B-2 and Exhibit B-3, either Purchaser or Sellers may elect to terminate this Agreement within five (5) days of the expiration of the Negotiation Period, by written notice to the other, in which event the Deposit shall be returned to Purchaser, this Agreement shall be null and void and of no further force or effect, and the Parties shall have no further obligations to the other, except for those obligations or liabilities that expressly survive termination of this Agreementapplicable Project Operating Lease.

Operating Leases. During Borrowers shall (i) perform the Negotiation Periodmaterial obligations in all material respects which Borrowers are required to perform under the Operating Leases; (ii) enforce the material obligations to be performed by the Operator under the Operating Leases; (iii) promptly furnish to Administrative Agent any notice of default or termination received by any Borrower from any Operator, Purchaser and Sellers shall, using good faith and diligent efforts, mutually agree upon all any notice of default or termination given by any Borrower to any Operator under the Operating Lease; (iv) not collect any rents for more than one month in advance of the terms and conditions time when the same shall become due under the Operating Lease, except for bona fide Security Deposits; (v) not, except with Administrative Agent’s prior written consent, cancel or accept surrender or termination or assignment of any Operating Lease with respect to all or any portion of the Projects (subject to the release rights under Section 2.18 above); (vi) not, except with Administrative Agent’s prior written consent, modify or amend the Operating Lease Agreement, Sublease Agreement (except for minor modifications and Sub-Sublease Agreement, as applicable, for each Site which shall be amendments entered into at Closing between Purchaserin the ordinary course of business, as “Landlord”consistent with prudent property management practices, and not affecting the Tenant, as “Tenant”, the form of which shall, prior to the expiration of the Negotiation Period, be attached hereto as Exhibit B-1, Exhibit B-2 and Exhibit B-3, respectively. Sellers and Purchaser hereby agree that each economic terms or term of the Operating Leases shall include those material terms as expressly set forth herein relating to Leases or Tenants’ rights Lease); and obligations under the Leases, and (vii) to the extent any Operator requires Borrowers’ consent under any Operating Lease, not conflicting grant any such consent without Administrative Agent’s prior written consent. Any action in violation of clauses (v), (vi), and (vii) of this Section 4.3(b) shall be void at the election of Administrative Agent (after consultation with the Required Lenders). Borrowers will not suffer or permit any breach or default to occur in any of such express any Borrower’s obligations under any Operating Lease provisions set forth herein, as set forth in Schedule 4.7 hereto (collectively nor suffer or permit the “Material Lease Terms”), which Material Lease Terms may be amended as reasonably necessary and as reasonably approved same to terminate by Sellers reason of any failure of any Borrower to address meet any material defects or discrepancies shown by additional information discovered in the course requirement of Purchaser’s Inspections hereunder, and which shall include, without limitation the following: (i) subject to Sellers’ obligations pursuant to Section 3.5 hereof, an initial term of twenty (20) years, with options to extend the term for four (4) additional periods of five (5) years each, subject to all of the then applicable terms and conditions of such any Operating Lease; provided, however, that any Borrower may terminate an Operating Lease to which it is a party and enter into a new Operating Lease on substantially the term same terms with an Affiliate of the Borrowers that will operate only the related Project. In addition to the foregoing, the Borrowers shall promptly furnish to Administrative Agent (A) any notice of default or termination received by any Borrower from Operators and (B) a copy of any Operating Lease shall not exceed the remaining term (including any renewal term(s)) notice of any underlying material lease default or permit pertaining termination given by Borrowers to the applicable Site; (ii) upon Landlord or Tenant obtaining, in the Parties’ mutual reasonable discretion, any extension of, or option to extend, the term (including the primary term as well as any renewal or extended term) of the underlying material lease or permit pertaining to the applicable Site, upon the election of Tenant, and provided Tenant shall not be in default Operators under the applicable Operating Lease, the term (i.e. the primary term or any renewal thereof, as applicable) of the Operating Lease shall be extended to correspond with such extension or, as applicable, the Tenant shall be provided with a correlative option to extend the term (i.e. the primary term or any renewal thereof, as applicable) of such Operating Lease for the same period of time as the option relating to the material lease or permit; (iii) upon Tenant’s election to extend the lease term under any of the Operating Leases, Tenant shall be obligated to elect to extend the term under all Operating Leases; provided, however, the term of any Operating Lease shall not exceed the remaining term (including any renewal term(s)) of any underlying lease or permit pertaining to the applicable Site; provided, further, however, in the event that any underlying lease or permit pertaining to any Site shall have conditions, restrictions or prohibitions whereby simultaneous extension of the term of the applicable Operating Lease shall not be possible, Purchaser, Tenant and Manager shall each cooperate with the other and exercise good faith efforts to eliminate such conditions or prohibitions (provided that, in the event that such conditions, restrictions or prohibitions with respect to such Operating Lease shall not be eliminated, despite Landlord’s and Tenant’s good faith efforts to do so, Tenant shall still have the right to exercise the option to extend under all of the other Operating Leases); and (iv) each Operating Lease shall be cross-defaulted with all other Operating Leases, such that a default under any one Operating Lease shall constitute a default under all Operating Leases. In the event that Purchaser and Sellers shall not have, prior to expiration of the Negotiation Period hereunder and after using good faith and diligent efforts at all times, agreed upon the terms and conditions of the Lease Agreements, Sublease Agreements and Sub-Sublease Agreements to be entered into at Closing, and attached the forms of the same as Exhibit B-1, Exhibit B-2 and Exhibit B-3, either Purchaser or Sellers may elect to terminate this Agreement within five (5) days of the expiration of the Negotiation Period, by written notice to the other, in which event the Deposit shall be returned to Purchaser, this Agreement shall be null and void and of no further force or effect, and the Parties shall have no further obligations to the other, except for those obligations or liabilities that expressly survive termination of this Agreement.

Operating Leases. During the Negotiation Period, Purchaser and Sellers shall, using good faith and diligent efforts, mutually agree upon all of the terms and conditions of the Lease Agreement, Sublease Agreement and Sub-Sublease Agreement, as applicable, for each Site which shall be entered into at Closing between Purchaser, as “Landlord”, and the Tenant, as “Tenant”, the form of which shall, prior (a) Subject to the expiration provisions of the Negotiation PeriodSection 7.6 hereof, be attached hereto as Exhibit B-1, Exhibit B-2 Borrower shall cause Mortgage Loan Borrower and Exhibit B-3, respectively. Sellers and Purchaser hereby agree that each of the Operating Leases shall include those material terms as expressly set forth herein relating Maryland Owner to Leases or Tenants’ rights and obligations under the Leases, and to the extent not conflicting with any of such express Lease provisions set forth herein, as set forth in Schedule 4.7 hereto (collectively the “Material Lease Terms”), which Material Lease Terms may be amended as reasonably necessary and as reasonably approved by Sellers to address any material defects or discrepancies shown by additional information discovered in the course of Purchaser’s Inspections hereunder, and which shall include, without limitation the following: (i) subject cause the hotel located on each Individual Property to Sellers’ obligations be operated pursuant to Section 3.5 hereof, an initial term of twenty (20) years, with options to extend the term for four (4) additional periods of five (5) years each, subject to all of the then applicable terms and conditions of such Operating Lease; provided, however, the term of any Operating Lease shall not exceed the remaining term (including any renewal term(s)) of any underlying material lease or permit pertaining to the applicable SiteOperating Lease; (ii) upon Landlord or Tenant obtaining, in the Parties’ mutual reasonable discretion, any extension of, or option to extend, the term (including the primary term as well as any renewal or extended term) promptly perform and/or observe all of the underlying material lease or permit pertaining covenants, agreements and obligations required to the applicable Site, upon the election of Tenant, be performed and provided Tenant shall not be in default observed by Individual Property Owner and/or Operating Lessee under the applicable Operating Lease, the term (i.e. the primary term or any renewal thereof, as applicable) of the Operating Lease shall be extended and do all things necessary to correspond with such extension or, as applicable, the Tenant shall be provided with a correlative option preserve and to extend the term (i.e. the primary term or any renewal thereof, as applicable) of such Operating Lease for the same period of time as the option relating to the keep unimpaired its material lease or permitrights thereunder; (iii) upon Tenant’s election promptly notify Lender of any default under the Operating Lease; (iv) promptly deliver to extend Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by Individual Property Owner and/or Operating Lessee under the lease term Operating Lease; (v) promptly enforce in a commercially reasonable manner the performance and observance of all of the covenants and agreements required to be performed and/or observed by Operating Lessee under the Operating Lease; (vi) deliver irrevocable written instructions to the Manager of each CIGNA Mortgage Loan Property, to cause all revenues, after payment of CIGNA Mortgage Loan Debt Service, amounts reserved or paid under the applicable Management Agreement and amounts which are required to be reserved under the applicable CIGNA Mortgage Loan Documents, to be delivered directly by such Manager to the Mezzanine Cash Management Account, unless and until Manager or CIGNA Mortgage Loan Borrower receives written notice from CIGNA Mortgage Lender of the occurrence of a Mortgage Loan Default under the applicable CIGNA Mortgage Loan Documents; and (vii) cause Operating Lessee to conduct its business and operations in accordance with the terms of the Loan Documents and the applicable Mortgage Loan Documents and not allow or permit Operating Lessee to take any of the Operating Leasesactions that Borrower, Tenant shall be obligated any Other Senior Mezzanine Borrower, any Mortgage Loan Borrower or Maryland Owner is prohibited from taking pursuant to elect to extend the term under all Operating Leases; provided, howeverterms of the Loan Documents, the term Other Senior Mezzanine Loan Documents or the Mortgage Loan Documents, as applicable. (b) Subject to the provisions of any Operating Lease Section 7.6, without Lender’s prior written consent, not to be unreasonably withheld, Borrower shall not exceed the remaining term permit any Mortgage Loan Borrower or Maryland Owner to (including any renewal term(s)a) of any underlying lease surrender, terminate or permit pertaining cancel an Operating Lease; (b) reduce or consent to the applicable Site; provided, further, however, in the event that any underlying lease or permit pertaining to any Site shall have conditions, restrictions or prohibitions whereby simultaneous extension reduction of the term of the applicable Operating Lease; (c) increase or consent to the increase of the amount of rent or any other charges under the Operating Lease; (d) modify, change, supplement, alter or amend the Operating Lease shall not be possibleor waive or release any of Borrower’s, PurchaserOther Senior Mezzanine Borrower’s or any Mortgage Loan Borrower’s or Maryland Owner’s rights and remedies under the Operating Lease; or (e) waive, Tenant and Manager shall each cooperate with excuse, condone or in any way release or discharge any Operating Lessee of or from Operating Lessee’s material obligations, covenants and/or conditions under the other and exercise good faith efforts to eliminate such conditions or prohibitions (provided that, in the event that such conditions, restrictions or prohibitions with respect to such Operating Lease shall not be eliminated, despite Landlord’s and Tenant’s good faith efforts to do so, Tenant shall still have the right to exercise the option to extend under all of the other Operating Leases); and (iv) each Operating Lease shall be cross-defaulted with all other Operating Leases, such that a default under any one Operating Lease shall constitute a default under all Operating Leases. In the event that Purchaser and Sellers shall not have, prior to expiration of the Negotiation Period hereunder and after using good faith and diligent efforts at all times, agreed upon the terms and conditions of the Lease Agreements, Sublease Agreements and Sub-Sublease Agreements to be entered into at Closing, and attached the forms of the same as Exhibit B-1, Exhibit B-2 and Exhibit B-3, either Purchaser or Sellers may elect to terminate this Agreement within five (5) days of the expiration of the Negotiation Period, by written notice to the other, in which event the Deposit shall be returned to Purchaser, this Agreement shall be null and void and of no further force or effect, and the Parties shall have no further obligations to the other, except for those obligations or liabilities that expressly survive termination of this AgreementLease.

Operating Leases. During the Negotiation Period(i) Grantor has delivered a true, Purchaser correct and Sellers shall, using good faith and diligent efforts, mutually agree upon all of the terms and conditions of the Lease Agreement, Sublease Agreement and Sub-Sublease Agreement, as applicable, for each Site which shall be entered into at Closing between Purchaser, as “Landlord”, and the Tenant, as “Tenant”, the form of which shall, prior to the expiration of the Negotiation Period, be attached hereto as Exhibit B-1, Exhibit B-2 and Exhibit B-3, respectively. Sellers and Purchaser hereby agree that each complete schedule of the Operating Leases shall include those material terms Lease as expressly set forth herein relating to Leases or Tenants’ rights of the date hereof, which accurately and obligations under the Leases, and to the extent not conflicting with any of such express Lease provisions set forth herein, as set completely sets forth in Schedule 4.7 hereto (collectively the “Material Lease Terms”)all material respects, which Material Lease Terms may be amended as reasonably necessary and as reasonably approved by Sellers to address any material defects or discrepancies shown by additional information discovered in the course of Purchaser’s Inspections hereunder, and which shall include, without limitation the following: (i) subject to Sellers’ obligations pursuant to Section 3.5 hereof, an initial term of twenty (20) years, with options to extend the term for four (4) additional periods of five (5) years each, subject to all of the then applicable terms and conditions of such Operating Lease; provided, however, the term of any Operating Lease shall not exceed the remaining term (including any renewal term(s)) of any underlying material lease or permit pertaining to the applicable Site; (ii) upon Landlord or Tenant obtaining, in the Parties’ mutual reasonable discretion, any extension of, or option to extend, the term (including the primary term as well as any renewal or extended term) of the underlying material lease or permit pertaining to the applicable Site, upon the election of Tenant, and provided Tenant shall not be in default under the applicable Operating Lease, the term following (i.e. collectively, the primary term "RENT ROLL"): the name and address of the tenant with the name, title and telephone number of the contact person of such tenant; the lease expiration date, extension and renewal provisions; the base rent and percentage rent payable; all additional rent and pass-through obligations; and the security deposit held thereunder and the location of such deposit. (ii) The Operating Lease constitutes the legal, valid and binding obligation of Grantor and, to the knowledge of Grantor, is enforceable against the tenant thereof. No default exists, or with the passing of time or the giving of notice would exist under any renewal thereofOperating Lease which would, in the aggregate, have a Material Adverse Effect. (iii) No tenant under the Operating Lease has, as applicableof the date hereof, paid Rent more than thirty (30) days in advance, and the Rents under such Operating Lease have not been waived, released, or otherwise discharged or compromised. (iv) Except as otherwise set forth in the Operating Lease, all work to be performed by Grantor under the Operating Lease has been substantially performed, all contributions to be made by Grantor to the tenants thereunder have been made except for any held-back amounts, and all other conditions precedent to each such tenant's obligations thereunder have been satisfied. (v) Except as previously disclosed to Beneficiary in writing, there are no options to terminate any Operating Lease. (vi) Each tenant under the Operating Lease has entered into occupancy of the demised premises to the extent required under the terms of its Operating Lease, and each such tenant is open and conducting business with the public in the demised premises. (vii) Grantor has delivered to Beneficiary true, correct and complete copies of the Operating Lease shall be extended to correspond with such extension or, as applicable, described in the Tenant shall be provided with a correlative option to extend the term Rent Roll. (i.e. the primary term or any renewal thereof, as applicableviii) of such The Operating Lease is in full force and effect and (except as disclosed on the Rent Roll) has not been assigned, modified, supplemented or amended in any way. (ix) Each tenant under the Operating Lease is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the same period benefit of time as the option relating to the material lease or permit; creditors. (iiix) upon Tenant’s election to extend the lease term under any of the Operating Leases, Tenant shall be obligated to elect to extend the term under all Operating Leases; provided, however, the term of any No Operating Lease shall not exceed the remaining term (including provides any renewal term(s)) of any underlying lease or permit pertaining to the applicable Site; provided, further, however, in the event that any underlying lease or permit pertaining to any Site shall have conditions, restrictions or prohibitions whereby simultaneous extension of the term of the applicable Operating Lease shall not be possible, Purchaser, Tenant and Manager shall each cooperate party with the other and exercise good faith efforts to eliminate such conditions or prohibitions (provided that, in the event that such conditions, restrictions or prohibitions with respect to such Operating Lease shall not be eliminated, despite Landlord’s and Tenant’s good faith efforts to do so, Tenant shall still have the right to exercise obtain a lien or encumbrance upon the option Trust Property superior to extend under all the lien of this Deed of Trust. (xi) There are no Leases for any portion of the Trust Property other Operating Leases); and (iv) each than the Operating Lease identified pursuant to subparagraph (i) above. Grantor shall be cross-defaulted with all not enter into any Lease of any portion of the Trust Property other Operating Leases, such that a default under any one than an Operating Lease shall constitute a default under all Operating Leases. In the event that Purchaser and Sellers shall not have, without Grantor's prior to expiration of the Negotiation Period hereunder and after using good faith and diligent efforts at all times, agreed upon the terms and conditions of the Lease Agreements, Sublease Agreements and Sub-Sublease Agreements to be entered into at Closing, and attached the forms of the same as Exhibit B-1, Exhibit B-2 and Exhibit B-3, either Purchaser or Sellers may elect to terminate this Agreement within five (5) days of the expiration of the Negotiation Period, by written notice to the other, in which event the Deposit shall be returned to Purchaser, this Agreement shall be null and void and of no further force or effect, and the Parties shall have no further obligations to the other, except for those obligations or liabilities that expressly survive termination of this Agreementconsent.

Operating Leases. During the Negotiation Period, Purchaser (a) Each Loan Party shall (i) perform and Sellers shall, using good faith observe as and diligent efforts, mutually agree upon when required thereunder all of the terms material covenants required to be performed and conditions observed by it under the Operating Lease; (ii) promptly notify Agent of any default (beyond any applicable notice, grace or cure period) under the Operating Lease; and (iii) promptly deliver to Agent (without duplication) a copy of any notice of default or other material notice under the Operating Lease Agreementdelivered to or from a Loan Party. (b) If at any time, Sublease Agreement and Sub-Sublease Agreement, as applicable, for each Site which (i) Operating Lessee shall be entered into at Closing between Purchaser, as “Landlord”, and the Tenant, as “Tenant”, the form of which shall, prior become insolvent or a debtor in a bankruptcy proceeding or (ii) Agent or its designee has taken title to the expiration Premises by foreclosure, deed in lieu, or assignment in lieu of foreclosure, has become a mortgagee-in-possession or has otherwise taken title to the Negotiation PeriodPremises, be attached hereto as Exhibit B-1Agent shall have the absolute right to (and each Loan Party shall reasonably cooperate and not in any way hinder, Exhibit B-2 and Exhibit B-3delay or otherwise interfere with Agent’s right to), respectively. Sellers and Purchaser hereby agree that each of immediately terminate the Operating Leases Lease. (c) Except in connection with the Hotel Rebranding, Loan Parties shall include those material terms as expressly set forth herein relating to Leases or Tenants’ rights and obligations under not, without the Leases, and to the extent not conflicting with any prior written consent of such express Lease provisions set forth herein, as set forth in Schedule 4.7 hereto (collectively the “Material Lease Terms”)Agent, which Material Lease Terms may consent shall not be amended as reasonably necessary and as reasonably approved by Sellers to address any material defects or discrepancies shown by additional information discovered in the course of Purchaser’s Inspections hereunder, and which shall include, without limitation the followingunreasonably withheld: (i) subject modify, amend, surrender, terminate or cancel the Operating Lease or otherwise replace the Operating Lessee or enter into any other operating lease with respect to Sellers’ obligations pursuant to Section 3.5 hereof, an initial term of twenty (20) years, with options to extend the term for four (4) additional periods of five (5) years each, subject to all of the then applicable terms and conditions of such Operating LeasePremises; provided, however, at the term of any Operating Lease shall not exceed the remaining term (including any renewal term(s)) of any underlying material lease or permit pertaining to the applicable Site; (ii) upon Landlord or Tenant obtaining, in the Parties’ mutual reasonable discretion, any extension of, or option to extend, the term (including the primary term as well as any renewal or extended term) of the underlying material lease or permit pertaining to the applicable Site, upon the election of Tenant, and provided Tenant shall not be in default under the applicable Operating Lease, the term (i.e. the primary term or any renewal thereof, as applicable) of the Operating Lease shall be extended to correspond with such extension or, as applicable, the Tenant shall be provided with a correlative option to extend the term (i.e. the primary term or any renewal thereof, as applicable) of such Operating Lease for the same period of time as the option relating to the material lease or permit; (iii) upon Tenant’s election to extend the lease term under any of the Operating Leases, Tenant shall be obligated to elect to extend the term under all Operating Leases; provided, however, the term of any Operating Lease shall not exceed the remaining term (including any renewal term(s)) of any underlying lease or permit pertaining to the applicable Site; provided, further, however, in the event that any underlying lease or permit pertaining to any Site shall have conditions, restrictions or prohibitions whereby simultaneous extension end of the term of the applicable Operating Lease, Borrower may renew the Operating Lease shall not be possible, Purchaser, Tenant and Manager shall each cooperate with the other and exercise good faith efforts to eliminate such conditions or prohibitions (provided that, in the event that such conditions, restrictions or prohibitions with respect to such enter into a replacement Operating Lease with Operating Lessee at rent mutually determined by Loan Parties pursuant to the Internal Revenue Code (if applicable) and otherwise on substantially the same terms as the expiring Operating Lease (but Agent shall not be eliminated, despite Landlord’s and Tenant’s good faith efforts to do so, Tenant shall still have the right to exercise approve any material change thereto) or (ii) reduce or consent to the option to extend under all reduction of the other Operating Leases); and (iv) each Operating Lease shall be cross-defaulted with all other Operating Leases, such that a default under any one Operating Lease shall constitute a default under all Operating Leases. In the event that Purchaser and Sellers shall not have, prior to expiration term of the Negotiation Period hereunder and after using good faith and diligent efforts at all times, agreed upon the terms and conditions of the Lease Agreements, Sublease Agreements and Sub-Sublease Agreements to be entered into at Closing, and attached the forms of the same as Exhibit B-1, Exhibit B-2 and Exhibit B-3, either Purchaser or Sellers may elect to terminate this Agreement within five (5) days of the expiration of the Negotiation Period, by written notice to the other, in which event the Deposit shall be returned to Purchaser, this Agreement shall be null and void and of no further force or effect, and the Parties shall have no further obligations to the other, except for those obligations or liabilities that expressly survive termination of this AgreementOperating Lease.

Operating Leases. During the Negotiation Period, Purchaser and Sellers shall, using good faith and diligent efforts, mutually agree upon all of the terms and conditions of the Lease Agreement, Sublease Agreement and Sub-Sublease Agreement, as applicable, for each Site which shall be entered into at Closing between Purchaser, as “Landlord”, and the Tenant, as “Tenant”, the form of which shall, prior (a) Subject to the expiration provisions of the Negotiation PeriodSection 7.6 hereof, be attached hereto as Exhibit B-1, Exhibit B-2 Borrower shall cause Mortgage Loan Borrower and Exhibit B-3, respectively. Sellers and Purchaser hereby agree that each of the Operating Leases shall include those material terms as expressly set forth herein relating Maryland Owner to Leases or Tenants’ rights and obligations under the Leases, and to the extent not conflicting with any of such express Lease provisions set forth herein, as set forth in Schedule 4.7 hereto (collectively the “Material Lease Terms”), which Material Lease Terms may be amended as reasonably necessary and as reasonably approved by Sellers to address any material defects or discrepancies shown by additional information discovered in the course of Purchaser’s Inspections hereunder, and which shall include, without limitation the following: (i) subject cause the hotel located on each Individual Property to Sellers’ obligations be operated pursuant to Section 3.5 hereof, an initial term of twenty (20) years, with options to extend the term for four (4) additional periods of five (5) years each, subject to all of the then applicable terms and conditions of such Operating Lease; provided, however, the term of any Operating Lease shall not exceed the remaining term (including any renewal term(s)) of any underlying material lease or permit pertaining to the applicable SiteOperating Lease; (ii) upon Landlord or Tenant obtaining, in the Parties’ mutual reasonable discretion, any extension of, or option to extend, the term (including the primary term as well as any renewal or extended term) promptly perform and/or observe all of the underlying material lease or permit pertaining covenants, agreements and obligations required to the applicable Site, upon the election of Tenant, be performed and provided Tenant shall not be in default observed by Individual Property Owner and/or Operating Lessee under the applicable Operating Lease, the term (i.e. the primary term or any renewal thereof, as applicable) of the Operating Lease shall be extended and do all things necessary to correspond with such extension or, as applicable, the Tenant shall be provided with a correlative option preserve and to extend the term (i.e. the primary term or any renewal thereof, as applicable) of such Operating Lease for the same period of time as the option relating to the keep unimpaired its material lease or permitrights thereunder; (iii) upon Tenant’s election promptly notify Lender of any default under the Operating Lease; (iv) promptly deliver to extend Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by Individual Property Owner and/or Operating Lessee under the lease term Operating Lease; (v) promptly enforce in a commercially reasonable manner the performance and observance of all of the covenants and agreements required to be performed and/or observed by Operating Lessee under the Operating Lease; (vi) deliver irrevocable written instructions to the Manager of each CIGNA Mortgage Loan Property, to cause all revenues, after payment of CIGNA Mortgage Loan Debt Service, amounts reserved or paid under the applicable Management Agreement and amounts which are required to be reserved under the applicable CIGNA Mortgage Loan Documents, to be delivered directly by such Manager to the Mezzanine Cash Management Account, unless and until Manager or CIGNA Mortgage Borrower receives written notice from CIGNA Mortgage Lender of the occurrence of a Mortgage Loan Default under the applicable CIGNA Mortgage Loan Documents; and (vii) cause Operating Lessee to conduct its business and operations in accordance with the terms of the Loan Documents and the applicable Mortgage Loan Documents and not allow or permit Operating Lessee to take any of the Operating Leasesactions that any Borrower, Tenant shall be obligated any Senior Mezzanine Borrower, any Mortgage Loan Borrower or Maryland Owner is prohibited from taking pursuant to elect to extend the term under all Operating Leases; provided, howeverterms of the Loan Documents, the term Senior Mezzanine Loan Documents or the Mortgage Loan Documents, as applicable. (b) Subject to the provisions of any Operating Lease Section 7.6, without Lender’s prior written consent, not to be unreasonably withheld, Borrower shall not exceed the remaining term permit any Mortgage Loan Borrower or Maryland Owner to (including any renewal term(s)a) of any underlying lease surrender, terminate or permit pertaining cancel an Operating Lease; (b) reduce or consent to the applicable Site; provided, further, however, in the event that any underlying lease or permit pertaining to any Site shall have conditions, restrictions or prohibitions whereby simultaneous extension reduction of the term of the applicable Operating Lease; (c) increase or consent to the increase of the amount of rent or any other charges under the Operating Lease; (d) modify, change, supplement, alter or amend the Operating Lease shall not be possibleor waive or release any of Borrower’s, PurchaserSenior Mezzanine Borrower’s or any Mortgage Loan Borrower’s or Maryland Owner’s rights and remedies under the Operating Lease; or (e) waive, Tenant and Manager shall each cooperate with excuse, condone or in any way release or discharge any Operating Lessee of or from Operating Lessee’s material obligations, covenants and/or conditions under the other and exercise good faith efforts to eliminate such conditions or prohibitions (provided that, in the event that such conditions, restrictions or prohibitions with respect to such Operating Lease shall not be eliminated, despite Landlord’s and Tenant’s good faith efforts to do so, Tenant shall still have the right to exercise the option to extend under all of the other Operating Leases); and (iv) each Operating Lease shall be cross-defaulted with all other Operating Leases, such that a default under any one Operating Lease shall constitute a default under all Operating Leases. In the event that Purchaser and Sellers shall not have, prior to expiration of the Negotiation Period hereunder and after using good faith and diligent efforts at all times, agreed upon the terms and conditions of the Lease Agreements, Sublease Agreements and Sub-Sublease Agreements to be entered into at Closing, and attached the forms of the same as Exhibit B-1, Exhibit B-2 and Exhibit B-3, either Purchaser or Sellers may elect to terminate this Agreement within five (5) days of the expiration of the Negotiation Period, by written notice to the other, in which event the Deposit shall be returned to Purchaser, this Agreement shall be null and void and of no further force or effect, and the Parties shall have no further obligations to the other, except for those obligations or liabilities that expressly survive termination of this AgreementLease.

Operating Leases. During the Negotiation Period, Purchaser (a) Each Loan Party shall (i) perform and Sellers shall, using good faith observe as and diligent efforts, mutually agree upon when required thereunder all of the terms covenants required to be performed and conditions observed by it under the Operating Lease; (ii) promptly notify Agent of any default (beyond any applicable notice, grace or cure period) under the Operating Lease; and (iii) promptly deliver to Agent (without duplication) a copy of any notice of default or other material notice under the Operating Lease Agreementdelivered to or from a Loan Party. (b) If at any time, Sublease Agreement and Sub-Sublease Agreement, as applicable, for each Site which (i) Operating Lessee shall be entered into at Closing between Purchaser, as “Landlord”, and the Tenant, as “Tenant”, the form of which shall, prior become insolvent or a debtor in a bankruptcy proceeding or (ii) Agent or its designee has taken title to the expiration Premises by foreclosure, deed in lieu, or assignment in lieu of foreclosure, has become a mortgagee-in-possession or has otherwise taken title to the Negotiation PeriodPremises, be attached hereto as Exhibit B-1Agent shall have the absolute right to (and each Loan Party shall reasonably cooperate and not in any way hinder, Exhibit B-2 and Exhibit B-3delay or otherwise interfere with Agent’s right to), respectively. Sellers and Purchaser hereby agree that each of immediately terminate the Operating Leases Lease. (c) Loan Parties shall include those material terms as expressly set forth herein relating to Leases or Tenants’ rights and obligations under not, without the Leases, and to the extent not conflicting with any prior written consent of such express Lease provisions set forth herein, as set forth in Schedule 4.7 hereto (collectively the “Material Lease Terms”)Agent, which Material Lease Terms may consent shall not be amended as reasonably necessary and as reasonably approved by Sellers to address any material defects or discrepancies shown by additional information discovered in the course of Purchaser’s Inspections hereunder, and which shall include, without limitation the followingunreasonably withheld: (i) subject surrender, terminate or cancel the Operating Lease or otherwise replace the Operating Lessee or enter into any other operating lease with respect to Sellers’ obligations pursuant to Section 3.5 hereof, an initial term of twenty (20) years, with options to extend the term for four (4) additional periods of five (5) years each, subject to all of the then applicable terms and conditions of such Operating LeasePremises; provided, however, at the term of any Operating Lease shall not exceed the remaining term (including any renewal term(s)) of any underlying material lease or permit pertaining to the applicable Site; (ii) upon Landlord or Tenant obtaining, in the Parties’ mutual reasonable discretion, any extension of, or option to extend, the term (including the primary term as well as any renewal or extended term) of the underlying material lease or permit pertaining to the applicable Site, upon the election of Tenant, and provided Tenant shall not be in default under the applicable Operating Lease, the term (i.e. the primary term or any renewal thereof, as applicable) of the Operating Lease shall be extended to correspond with such extension or, as applicable, the Tenant shall be provided with a correlative option to extend the term (i.e. the primary term or any renewal thereof, as applicable) of such Operating Lease for the same period of time as the option relating to the material lease or permit; (iii) upon Tenant’s election to extend the lease term under any of the Operating Leases, Tenant shall be obligated to elect to extend the term under all Operating Leases; provided, however, the term of any Operating Lease shall not exceed the remaining term (including any renewal term(s)) of any underlying lease or permit pertaining to the applicable Site; provided, further, however, in the event that any underlying lease or permit pertaining to any Site shall have conditions, restrictions or prohibitions whereby simultaneous extension end of the term of the applicable Operating Lease, Borrower may renew the Operating Lease shall not be possible, Purchaser, Tenant and Manager shall each cooperate with the other and exercise good faith efforts to eliminate such conditions or prohibitions (provided that, in the event that such conditions, restrictions or prohibitions with respect to such enter into a replacement Operating Lease with Operating Lessee at rent mutually determined by Loan Parties pursuant to the Internal Revenue Code (if applicable) and otherwise on substantially the same terms as the expiring Operating Lease (but Agent shall not be eliminated, despite Landlord’s and Tenant’s good faith efforts to do so, Tenant shall still have the right to exercise approve any material change thereto) or (ii) reduce or consent to the option to extend under all reduction of the other Operating Leases); and (iv) each Operating Lease shall be cross-defaulted with all other Operating Leases, such that a default under any one Operating Lease shall constitute a default under all Operating Leases. In the event that Purchaser and Sellers shall not have, prior to expiration term of the Negotiation Period hereunder and after using good faith and diligent efforts at all times, agreed upon the terms and conditions of the Lease Agreements, Sublease Agreements and Sub-Sublease Agreements to be entered into at Closing, and attached the forms of the same as Exhibit B-1, Exhibit B-2 and Exhibit B-3, either Purchaser or Sellers may elect to terminate this Agreement within five (5) days of the expiration of the Negotiation Period, by written notice to the other, in which event the Deposit shall be returned to Purchaser, this Agreement shall be null and void and of no further force or effect, and the Parties shall have no further obligations to the other, except for those obligations or liabilities that expressly survive termination of this AgreementOperating Lease.

Operating Leases. During the Negotiation Period, Purchaser and Sellers shall, using good faith and diligent efforts, mutually agree upon all of the terms and conditions of the Lease Agreement, Sublease Agreement and Sub-Sublease Agreement, as applicable, for each Site which shall be entered into at Closing between Purchaser, as “Landlord”, and the Tenant, as “Tenant”, the form of which shall, prior (a) Subject to the expiration provisions of the Negotiation PeriodSection 7.6 hereof, be attached hereto as Exhibit B-1, Exhibit B-2 Borrower shall cause Mortgage Loan Borrower and Exhibit B-3, respectively. Sellers and Purchaser hereby agree that each of the Operating Leases shall include those material terms as expressly set forth herein relating Maryland Owner to Leases or Tenants’ rights and obligations under the Leases, and to the extent not conflicting with any of such express Lease provisions set forth herein, as set forth in Schedule 4.7 hereto (collectively the “Material Lease Terms”), which Material Lease Terms may be amended as reasonably necessary and as reasonably approved by Sellers to address any material defects or discrepancies shown by additional information discovered in the course of Purchaser’s Inspections hereunder, and which shall include, without limitation the following: (i) subject cause the hotel located on each Individual Property to Sellers’ obligations be operated pursuant to Section 3.5 hereof, an initial term of twenty (20) years, with options to extend the term for four (4) additional periods of five (5) years each, subject to all of the then applicable terms and conditions of such Operating Lease; provided, however, the term of any Operating Lease shall not exceed the remaining term (including any renewal term(s)) of any underlying material lease or permit pertaining to the applicable SiteOperating Lease; (ii) upon Landlord or Tenant obtaining, in the Parties’ mutual reasonable discretion, any extension of, or option to extend, the term (including the primary term as well as any renewal or extended term) promptly perform and/or observe all of the underlying material lease or permit pertaining covenants, agreements and obligations required to the applicable Site, upon the election of Tenant, be performed and provided Tenant shall not be in default observed by Individual Property Owner and/or Operating Lessee under the applicable Operating Lease, the term (i.e. the primary term or any renewal thereof, as applicable) of the Operating Lease shall be extended and do all things necessary to correspond with such extension or, as applicable, the Tenant shall be provided with a correlative option preserve and to extend the term (i.e. the primary term or any renewal thereof, as applicable) of such Operating Lease for the same period of time as the option relating to the keep unimpaired its material lease or permitrights thereunder; (iii) upon Tenant’s election promptly notify Lender of any default under the Operating Lease; (iv) promptly deliver to extend Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by Individual Property Owner and/or Operating Lessee under the lease term Operating Lease; (v) promptly enforce in a commercially reasonable manner the performance and observance of all of the covenants and agreements required to be performed and/or observed by Operating Lessee under the Operating Lease; (vi) deliver irrevocable written instructions to the Manager of each CIGNA Mortgage Loan Property, to cause all revenues, after payment of CIGNA Mortgage Loan Debt Service, amounts reserved or paid under the applicable Management Agreement and amounts which are required to be reserved under the applicable CIGNA Mortgage Loan Documents, to be delivered directly by such Manager to the Mezzanine Cash Management Account, unless and until Manager or CIGNA Mortgage Loan Borrower receives written notice from CIGNA Mortgage Lender of the occurrence of a Mortgage Loan Default under the applicable CIGNA Mortgage Loan Documents; and (vii) cause Operating Lessee to conduct its business and operations in accordance with the terms of the Loan Documents and the applicable Mortgage Loan Documents and not allow or permit Operating Lessee to take any of the Operating Leasesactions that Borrower or any Mortgage Loan Borrower or Maryland Owner is prohibited from taking pursuant to the terms of the Loan Documents or the Mortgage Loan Documents, Tenant shall as applicable. (b) Subject to the provisions of Section 7.6, without Lender’s prior written consent, not to be obligated to elect to extend the term under all Operating Leases; providedunreasonably withheld, however, the term of any Operating Lease Borrower shall not exceed the remaining term permit any Mortgage Loan Borrower or Maryland Owner to (including any renewal term(s)a) of any underlying lease surrender, terminate or permit pertaining cancel an Operating Lease; (b) reduce or consent to the applicable Site; provided, further, however, in the event that any underlying lease or permit pertaining to any Site shall have conditions, restrictions or prohibitions whereby simultaneous extension reduction of the term of the applicable Operating Lease; (c) increase or consent to the increase of the amount of rent or any other charges under the Operating Lease; (d) modify, change, supplement, alter or amend the Operating Lease shall not be possibleor waive or release any of Borrower’s or any Mortgage Loan Borrower’s or Maryland Owner’s rights and remedies under the Operating Lease; or (e) waive, Purchaserexcuse, Tenant and Manager shall each cooperate with condone or in any way release or discharge any Operating Lessee of or from Operating Lessee’s material obligations, covenants and/or conditions under the other and exercise good faith efforts to eliminate such conditions or prohibitions (provided that, in the event that such conditions, restrictions or prohibitions with respect to such Operating Lease shall not be eliminated, despite Landlord’s and Tenant’s good faith efforts to do so, Tenant shall still have the right to exercise the option to extend under all of the other Operating Leases); and (iv) each Operating Lease shall be cross-defaulted with all other Operating Leases, such that a default under any one Operating Lease shall constitute a default under all Operating Leases. In the event that Purchaser and Sellers shall not have, prior to expiration of the Negotiation Period hereunder and after using good faith and diligent efforts at all times, agreed upon the terms and conditions of the Lease Agreements, Sublease Agreements and Sub-Sublease Agreements to be entered into at Closing, and attached the forms of the same as Exhibit B-1, Exhibit B-2 and Exhibit B-3, either Purchaser or Sellers may elect to terminate this Agreement within five (5) days of the expiration of the Negotiation Period, by written notice to the other, in which event the Deposit shall be returned to Purchaser, this Agreement shall be null and void and of no further force or effect, and the Parties shall have no further obligations to the other, except for those obligations or liabilities that expressly survive termination of this AgreementLease.

Operating Leases. During the Negotiation Period, Purchaser (a) (i) perform and Sellers shall, using good faith and diligent efforts, mutually agree upon observe in all material respects all of the covenants required to be performed and observed by each Subsidiary Guarantor Owner and each Subsidiary Guarantor Operating Lessee, respectively, under the respective Operating Leases in accordance with the terms thereof and conditions do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Administrative Agent of any material default under any Operating Lease of which they become aware; (iii) promptly deliver to Administrative Agent a copy of any notice of default under any Operating Lease delivered to a Subsidiary Guarantor Operating Lessee by a Subsidiary Guarantor Owner or to a Subsidiary Guarantor Owner by a Subsidiary Guarantor Operating Lessee; (iv) promptly give notice to Administrative Agent of any notice or information that a Subsidiary Guarantor Owner receives which indicates that a Subsidiary Guarantor Operating Lessee is terminating an Operating Lease or that a Subsidiary Guarantor Operating Lessee is otherwise discontinuing its operation of a Borrowing Base Property; and (v) promptly enforce the performance and observance in all material respects of all of the Lease Agreement, Sublease Agreement covenants required to be performed and Sub-Sublease Agreementobserved by a Subsidiary Guarantor Owner or a Subsidiary Guarantor Operating Lessee, as applicable, for each Site which shall be entered into at Closing between Purchaser, as “Landlord”, and the Tenant, as “Tenant”, the form of which under any Operating Lease. (b) Assure that no Subsidiary Guarantor Owner or a Subsidiary Guarantor Operating Lessee shall, without the prior written consent of Administrative Agent, such consent not to the expiration of the Negotiation Periodbe unreasonably withheld, be attached hereto as Exhibit B-1conditioned, Exhibit B-2 and Exhibit B-3, respectively. Sellers and Purchaser hereby agree that each of the Operating Leases shall include those material terms as expressly set forth herein relating to Leases or Tenants’ rights and obligations under the Leases, and to the extent not conflicting with any of such express Lease provisions set forth herein, as set forth in Schedule 4.7 hereto (collectively the “Material Lease Terms”), which Material Lease Terms may be amended as reasonably necessary and as reasonably approved by Sellers to address any material defects or discrepancies shown by additional information discovered in the course of Purchaser’s Inspections hereunder, and which shall include, without limitation the followingdelayed: (i) subject surrender, terminate or cancel any Operating Lease or otherwise replace a Subsidiary Guarantor Operating Lessee or enter into any other operating lease with respect to Sellers’ obligations pursuant any Borrowing Base Property; (ii) reduce or consent to Section 3.5 hereof, an initial the reduction of the term of twenty any Operating Lease; or (20iii) yearsenter into, with options amend, modify, waive any provisions of, or increase or reduce the rents under, any Operating Lease; provided that, notwithstanding the foregoing, a Subsidiary Guarantor Owner and Subsidiary Guarantor Operating Lessee shall be permitted to, without the consent of Administrative Agent or Lenders, modify an Operating Lease to extend the term thereof for four (4) additional periods a period of five (5) years eachfrom the current expiration thereof and to reflect adjustments in the rents payable under such Operating Lease in connection with such extension under such Operating Lease from time to time, subject to satisfaction of all of the following terms and conditions: (A) no Default has occurred and is then continuing; (B) the revised rent payable under the Operating Lease is “market rent” in accordance with rules governing real estate investment trusts and as set forth in a transfer pricing report prepared by any of Pricewaterhouse Coopers, Deloitte Touche Tohmatsu Limited, Ernst & Young, Klynveld Peat Marwick Goerdeler, BDO USA, LLP, or other independent public accountants of recognized standing reasonably acceptable to Administrative Agent; (C) the applicable Subsidiary Guarantor Owner shall have delivered to Administrative Agent within five (5) Business Days of execution of the amendment to such Operating Lease modifying the rent payable thereunder, a true, accurate and complete copy of such amendment; (D) the applicable Subsidiary Guarantor Owner shall have delivered to Administrative Agent an Officer’s Certificate certifying that all conditions set forth in this Section 7.14(b) have been satisfied; and (E) the applicable Subsidiary Guarantor Owner shall deliver to Administrative Agent any additional information reasonably requested by Administrative Agent in connection with such modification of such rents payable under the applicable Operating Lease. (c) Assign to Administrative Agent, for the benefit of Lenders, as further security for the payment and performance of the Obligations and observance of the terms, covenants and conditions of this Agreement and the other Loan Documents, all of the rights, privileges and prerogatives, as landlord under the Operating Leases to which it is a party, to surrender the leasehold estate created by the Operating Lease or to terminate (other than as expressly allowed under this Agreement), cancel, modify, change, supplement, alter or amend the Operating Leases subject only to the rights granted to a Subsidiary Guarantor Owner pursuant to this Section 7.14, and any such surrender of the leasehold estate created by such Operating Lease or termination, cancellation, modification, change, supplement, alteration or amendment of such Operating Lease not permitted pursuant to the foregoing terms of this Section 7.14 shall be void and of no force or effect. (d) If at any time a Subsidiary Guarantor Operating Lessee shall default in the performance or observance of any material term, covenant or condition of an Operating Lease that is to be performed or observed by such Subsidiary Guarantor Operating Lessee, as tenant thereunder, and such default would give a Subsidiary Guarantor Owner the right to terminate the Operating Lease, if such default is not remedied within any applicable notice and cure periods set forth therein, then, without limiting the generality of the other provisions of this Section 7.14, and without waiving or releasing such Subsidiary Guarantor Operating Lessee from any of its obligations under this Agreement and the other Loan Documents, Administrative Agent shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the terms, covenants and conditions of such Operating Lease; providedLease on the part of such Subsidiary Guarantor Operating Lessee, howeveras tenant thereunder, the term to be performed or observed in all material respects or to be promptly performed or observed in all material respects on behalf of any such Subsidiary Guarantor Operating Lease shall not exceed the remaining term (including any renewal term(s)) of any underlying material lease or permit pertaining Lessee, to the applicable Site; (ii) upon Landlord or Tenant obtainingend that the rights of such Subsidiary Guarantor Operating Lessee in, in the Parties’ mutual reasonable discretion, any extension of, or option to extend, the term (including the primary term as well as any renewal or extended term) of the underlying material lease or permit pertaining to the applicable Site, upon the election of Tenant, and provided Tenant shall not be in default under the applicable Operating Lease shall be kept unimpaired and free from default. If Administrative Agent shall make any payment or perform any act or take action in accordance with the preceding sentence, Administrative Agent will notify such Subsidiary Guarantor Operating Lessee thereof. In any such event, subject to the rights of tenants and guests and applicable Law, Administrative Agent and any Person designated by Administrative Agent shall have, and are hereby granted, the right to enter upon the applicable Borrowing Base Property at any time and from time to time for the purpose of taking any such action. If Borrower shall deliver to Administrative Agent a copy of any notice of default sent by a Subsidiary Guarantor Owner to a Subsidiary Guarantor Operating Lessee, as tenant under an Operating Lease, such notice shall constitute full protection to Administrative Agent for any action taken or omitted to be taken by Administrative Agent, in good faith, in reliance thereon. Any sums expended by Administrative Agent pursuant to this Section 7.14(d) shall bear interest at the term Default Rate from the date such cost is incurred to the date of payment to Administrative Agent, shall be deemed to constitute a portion of the Obligations, shall be secured by the Lien of the Mortgage on such Borrowing Base Property and the other Loan Documents and shall be immediately due and payable upon demand by Administrative Agent therefor. (i.e. e) If at any time a Subsidiary Guarantor Owner shall default in the primary term performance or observance of any renewal thereofmaterial term, covenant or condition of an Operating Lease to be performed or observed by such Subsidiary Guarantor Owner, as applicable) landlord thereunder, and such default would give a Subsidiary Guarantor Operating Lessee the right to terminate the Operating Lease, if such default is not remedied within any applicable notice and cure periods set forth therein, then, without limiting the generality of the other provisions of this Section 7.14, and without waiving or releasing Borrower from any of its obligations under this Agreement and the other Loan Documents, Administrative Agent shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the terms, covenants and conditions of the Operating Lease on the part of such Subsidiary Guarantor Owner, as landlord thereunder, to be performed or observed or to be promptly performed or observed on behalf of such Subsidiary Guarantor Owner, to the end that the rights of such Subsidiary Guarantor Owner in, to and under the Operating Lease shall be extended kept unimpaired and free from default. If Administrative Agent shall make any payment or perform any act or take action in accordance with the preceding sentence, Administrative Agent will notify Borrower thereof. In any such event, subject to correspond with the rights of tenants and guests and applicable Law, Administrative Agent and any Person designated by Administrative Agent shall have, and are hereby granted, the right to enter upon the Borrowing Base Property at any time and from time to time for the purpose of taking any such extension oraction. If a Subsidiary Guarantor Operating Lessee shall deliver to Administrative Agent a copy of any notice of default sent by such Subsidiary Guarantor Operating Lessee to a Subsidiary Guarantor Owner, as applicablelandlord under their Operating Lease, such notice shall constitute full protection to Administrative Agent for any action taken or omitted to be taken by Administrative Agent, in good faith, in reliance thereon. Any sums expended by Administrative Agent pursuant to this Section 7.14(e) shall bear interest at the Tenant Default Rate from the date such cost is incurred to the date of payment to Administrative Agent, shall be provided with deemed to constitute a correlative option portion of the Obligations, shall be secured by the Lien of the Mortgage on such Borrowing Base Property and the other Loan Documents and shall be immediately due and payable upon demand by Administrative Agent therefor. (f) In the event of the bankruptcy, reorganization or insolvency of a Subsidiary Guarantor Owner or a Subsidiary Guarantor Operating Lessee, any attempt by a Subsidiary Guarantor Owner or a Subsidiary Guarantor Operating Lessee to extend the term (i.e. the primary term surrender its leasehold estate, or any renewal portion thereof, under their Operating Lease, or any attempt under such circumstances by a Subsidiary Guarantor Owner or a Subsidiary Guarantor Operating Lessee to terminate (other than as applicable) expressly allowed under this Agreement), cancel or acquiesce in the rejection of such their Operating Lease for without the same period consent of time as the option relating to the material lease or permit; (iii) upon Tenant’s election to extend the lease term under any of the Operating Leases, Tenant Administrative Agent shall be obligated null and void. Each Subsidiary Guarantor Owner hereby expressly releases, assigns, relinquishes and surrenders unto Administrative Agent all of its right, power and authority to elect to extend terminate (other than as expressly allowed under this Agreement), cancel, acquiesce in the term under all Operating Leases; providedrejection of, howevermodify, the term of any change, supplement, alter or amend their Operating Lease shall not exceed the remaining term (including in any renewal term(s)) of any underlying lease respect, either orally or permit pertaining to the applicable Site; provided, further, howeverin writing, in the event that any underlying lease or permit pertaining to any Site shall have conditions, restrictions or prohibitions whereby simultaneous extension of the bankruptcy, reorganization or insolvency of a Subsidiary Guarantor Owner or a Subsidiary Guarantor Operating Lessee, and any attempt on the part of a Subsidiary Guarantor Owner or a Subsidiary Guarantor Operating Lessee to exercise any such right without the consent of Administrative Agent shall be null and void. Solely in connection with the foregoing sentence, each Subsidiary Guarantor Owner hereby irrevocably appoints Administrative Agent as its true and lawful attorney-in-fact which power of attorney shall be coupled with an interest, for the purpose of exercising its rights pursuant to Section 365(h) of the Bankruptcy Code or any successor to such Section (i) to obtain for the benefit of a Subsidiary Guarantor Owner or a Subsidiary Guarantor Operating Lessee or Administrative Agent a right to possession or statutory term of the applicable years derived from or incident to their Operating Lease, or (ii) to treat their Operating Lease shall not be possibleas terminated. (g) Notwithstanding the rejection of an Operating Lease by a Subsidiary Guarantor Owner, Purchaseras debtor in possession, Tenant and Manager shall each cooperate with or by a trustee for such Subsidiary Guarantor Owner, pursuant to Section 365 of the other and exercise good faith efforts to eliminate Bankruptcy Code, neither the Lien of the Mortgage on such conditions or prohibitions (provided that, in the event that such conditions, restrictions or prohibitions Borrowing Base Property nor Administrative Agent’s rights with respect to such Operating Lease shall not be eliminated, despite Landlord’s and Tenant’s good faith efforts to do so, Tenant shall still have the right to exercise the option to extend under all of the other Operating Leases); and (iv) each Operating Lease shall be cross-defaulted with all other Operating Leases, such that a default under any one Operating Lease shall constitute a default under all Operating Leasesaffected or impaired by reason thereof. In the event that Purchaser and Sellers such Subsidiary Guarantor Operating Lessee shall remain in possession of the Borrowing Base Property following a rejection of the Operating Lease by such Subsidiary Guarantor Owner, as debtor in possession, or by a trustee for such Subsidiary Guarantor Owner, such Subsidiary Guarantor Owner shall not havepermit the Subsidiary Guarantor Operating Lessee under such Operating Lease to exercise any right of offset against the rent payable under the Operating Lease, prior pursuant to expiration Section 365(h)(2) of the Negotiation Period hereunder Bankruptcy Code, without the prior consent of Administrative Agent thereto. (h) Administrative Agent shall have the right, but shall be under no obligation, to exercise on behalf of any Subsidiary Guarantor Owner or Subsidiary Guarantor Operating Lessee any renewal or extension options under any Operating Lease if such Subsidiary Guarantor Owner and/or Subsidiary Guarantor Operating Lessee shall fail to exercise any such options or if such Subsidiary Guarantor Owner and/or Subsidiary Guarantor Operating Lessee shall take any action (including the delivery of any termination notice) that shall prevent any renewal or extension option under the Operating Lease from automatically taking effect. Each Subsidiary Guarantor Owner hereby absolutely and after using good faith unconditionally assigns and diligent efforts at all timesgrants to Administrative Agent such Subsidiary Guarantor Owner’s irrevocable power of attorney, agreed upon coupled with an interest, to exercise any renewal or extension options under their Operating Lease on behalf of and in the terms and conditions name of the Lease Agreements, Sublease Agreements and Sub-Sublease Agreements such Subsidiary Guarantor Owner following such Subsidiary Guarantor Owner’s failure to be entered into at Closingdo so, and attached to take at any time any or all other actions on behalf of such Subsidiary Guarantor Owner (including the forms withdrawal of any termination notice delivered by such Subsidiary Guarantor Owner) required for the same as Exhibit B-1, Exhibit B-2 and Exhibit B-3, either Purchaser or Sellers may elect to terminate this Agreement within five (5) days preservation of the expiration of the Negotiation Period, by written notice to the other, in which event the Deposit shall be returned to Purchaser, this Agreement shall be null and void and of no further force or effect, and the Parties shall have no further obligations to the other, except for those obligations or liabilities that expressly survive termination of this Agreementsuch Operating Lease.

Operating Leases. During the Negotiation Period, Purchaser (a) Each Borrower Party shall (i) perform and Sellers shall, using good faith observe as and diligent efforts, mutually agree upon when required thereunder all of the covenants required to be performed and observed by it under the Operating Lease to which it is a party; (ii) promptly notify Agent of any default (beyond any applicable notice, grace or cure period) under any Operating Lease; and (iii) promptly deliver to Agent (without duplication) a copy of any notice of default or other material notice under any Operating Lease delivered to or from a Borrower Party. (b) If at any time, (i) any Operating Lessee shall become insolvent or a debtor in a bankruptcy proceeding or (ii) Agent or its designee has taken title to a Property by foreclosure or deed in lieu (or assignment in lieu, with respect to the ▇▇▇▇▇▇ ▇▇▇▇▇ Property) of foreclosure, has become a mortgagee-in-possession, has appointed a receiver with respect to a Property or has otherwise taken title to a Property, Agent shall have the absolute right to (and each Borrower Party shall reasonably cooperate and not in any way hinder, delay or otherwise interfere with Agent’s right to), immediately terminate the affected Operating Lease under and in accordance with the terms and conditions of the Lease applicable Subordination and Security Agreement. (c) Except with respect to any Property which is the subject of a Release pursuant to Section 2.14 hereof, Sublease Agreement and Sub-Sublease AgreementBorrower Parties shall not, as applicable, for each Site which shall be entered into at Closing between Purchaser, as “Landlord”, and without the Tenant, as “Tenant”, the form prior written consent of which shall, prior to the expiration of the Negotiation Period, be attached hereto as Exhibit B-1, Exhibit B-2 and Exhibit B-3, respectively. Sellers and Purchaser hereby agree that each of the Operating Leases shall include those material terms as expressly set forth herein relating to Leases or Tenants’ rights and obligations under the Leases, and to the extent not conflicting with any of such express Lease provisions set forth herein, as set forth in Schedule 4.7 hereto (collectively the “Material Lease Terms”)Agent, which Material Lease Terms may consent shall not be amended as reasonably necessary and as reasonably approved by Sellers to address any material defects or discrepancies shown by additional information discovered in the course of Purchaser’s Inspections hereunder, and which shall include, without limitation the followingunreasonably withheld: (i) subject surrender, terminate or cancel any Operating Lease or otherwise replace any Operating Lessee or enter into any other operating lease with respect to Sellers’ obligations pursuant to Section 3.5 hereofany Property, an initial term of twenty (20) years, with options to extend the term for four (4) additional periods of five (5) years each, subject to all of the then applicable terms and conditions of such Operating Lease; provided, however, at the end of the term of the Operating Lease, Borrowers may renew any Operating Lease or enter into a replacement Operating Lease with the applicable Operating Lessee at a fair market rent required pursuant to the Internal Revenue Code (if applicable) or which Borrowers may establish using a transfer pricing report obtained from a Big 4 accounting firm, and otherwise on substantially the same terms as the expiring Operating Lease or (ii) reduce or consent to the reduction of the term of any Operating Lease shall not exceed the remaining term (including any renewal term(s)) of any underlying material lease or permit pertaining to the applicable Site; (ii) upon Landlord or Tenant obtaining, in the Parties’ mutual reasonable discretion, any extension of, or option to extend, the term (including the primary term as well as any renewal or extended term) of the underlying material lease or permit pertaining to the applicable Site, upon the election of Tenant, and provided Tenant shall not be in default under the applicable Operating Lease, the term (i.e. the primary term or any renewal thereof, as applicable) of the Operating Lease shall be extended to correspond with such extension or, as applicable, the Tenant shall be provided with a correlative option to extend the term (i.e. the primary term or any renewal thereof, as applicable) of such Operating Lease for the same period of time as the option relating to the material lease or permit; (iii) upon Tenant’s election to extend the lease term under any of the Operating Leases, Tenant shall be obligated to elect to extend the term under all Operating Leases; provided, however, the term of any Operating Lease shall not exceed the remaining term (including any renewal term(s)) of any underlying lease or permit pertaining to the applicable Site; provided, further, however, in the event that any underlying lease or permit pertaining to any Site shall have conditions, restrictions or prohibitions whereby simultaneous extension of the term of the applicable Operating Lease shall not be possible, Purchaser, Tenant and Manager shall each cooperate with the other and exercise good faith efforts to eliminate such conditions or prohibitions (provided that, in the event that such conditions, restrictions or prohibitions with respect to such Operating Lease shall not be eliminated, despite Landlord’s and Tenant’s good faith efforts to do so, Tenant shall still have the right to exercise the option to extend under all of the other Operating Leases); and (iv) each Operating Lease shall be cross-defaulted with all other Operating Leases, such that a default under any one Operating Lease shall constitute a default under all Operating Leases. In the event that Purchaser and Sellers shall not have, prior to expiration of the Negotiation Period hereunder and after using good faith and diligent efforts at all times, agreed upon the terms and conditions of the Lease Agreements, Sublease Agreements and Sub-Sublease Agreements to be entered into at Closing, and attached the forms of the same as Exhibit B-1, Exhibit B-2 and Exhibit B-3, either Purchaser or Sellers may elect to terminate this Agreement within five (5) days of the expiration of the Negotiation Period, by written notice to the other, in which event the Deposit shall be returned to Purchaser, this Agreement shall be null and void and of no further force or effect, and the Parties shall have no further obligations to the other, except for those obligations or liabilities that expressly survive termination of this Agreement.